Exhibit
      10.134: Certain confidential information in this Exhibit 10.134 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

    


    


    
      	
              DATED
                3rd July

            	 	
              2008

            


    

    


    


    (1)
      PAUL
      SMITH LIMITED

    


    (2)
      INTER
      PARFUMS S.A.

    


    (3)
      INTER
      PARFUMS INC.

     

    
 

    LICENCE
      AGREEMENT

     

    
      	
              Cumberland
                Court

            
	
              80
                Mount Street

            
	
              Nottingham
                NG1 6HH

            
	
              United
                Kingdom

            
	 
	
              DX
                10039 Nottingham 1

            
	 
	
              Direct
                Fax: +44 (0)115 859 9612

            
	
              Switchboard:
                +44 (0)115 9369369

            
	
              www.freethcartwright.co.uk

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONTENTS

    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION

            	
              1

            
	
              2.

            	
              GRANT

            	
              5

            
	
              3.

            	
              VALIDATION

            	
              5

            
	
              4.

            	
              COMMENCEMENT
                AND DURATION

            	
              5

            
	
              5.

            	
              FINANCIAL
                PROVISIONS

            	
              6

            
	
              6.

            	
              LICENSEE'S
                COVENANTS

            	
              8

            
	
              7.

            	
              LICENSOR'S
                COVENANTS

            	
              9

            
	
              8.

            	
              APPLICATION
                OF THE TRADEMARKS

            	
              10

            
	
              9.

            	
              TITLE
                AND GOODWILL

            	
              11

            
	
              10.

            	
              TRADE
                MARK REGISTRATIONS

            	
              11

            
	
              11.

            	
              REGISTRATION
                OF PERMITTED USER

            	
              11

            
	
              12.

            	
              DUTIES
                OF THE PARTIES

            	
              11

            
	
              13.

            	
              QUALITY
                CONTROL AND APPROVAL PROCEDURES AND INTELLECTUAL PROPERTY
                RIGHTS

            	
              12

            
	
              14.

            	
              MANUFACTURE
                OF THE LICENSED PRODUCTS

            	
              13

            
	
              15.

            	
              ADVERTISING
                AND PROMOTION

            	
              13

            
	
              16.

            	
              SALES
                PROMOTION AND DISTRIBUTION

            	
              14

            
	
              17.

            	
              COMPLIANCE
                WITH APPLICABLE LAWS

            	
              15

            
	
              18.

            	
              INDEMNITIES

            	
              15

            
	
              19.

            	
              INFRINGEMENT

            	
              16

            
	
              20.

            	
              DISCLOSURE
                AND CONFIDENTIALITY

            	
              16

            
	
              21.

            	
              ASSIGNMENT

            	
              17

            
	
              22.

            	
              SUB-LICENSING

            	
              19

            
	
              23.

            	
              INSURANCE

            	
              20

            
	
              24.

            	
              GUARANTEE
                PROVISIONS

            	
              20

            
	
              25.

            	
              TERMINATION

            	
              20

            
	
              26.

            	
              EFFECT
                OF TERMINATION

            	
              22

            
	
              27.

            	
              SUPERVENING
                LAWS AND FORCE MAJEURE

            	
              23

            
	
              28.

            	
              SEVERANCE

            	
              23

            
	
              29.

            	
              THIRD
                PARTY RIGHTS

            	
              24

            
	
              30.

            	
              MISCELLANEOUS

            	
              24

            
	
              31.

            	
              LAW
                AND JURISDICTION

            	
              25

            
	
              EXHIBIT
                A

            	
              26

            
	 	
              The
                Countries where the Trademarks are currently registered in respect
                of
                fragrances

            	
              26

            
	
              EXHIBIT
                B

            	
              32

            
	 	
              List
                of currently approved distributors

            	
              32

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    THIS
      AGREEMENT
      is made
      the 3rd day of  July 2008

     

     BETWEEN
      

     

    
      	
            	(1)	
              PAUL
                SMITH LIMITED
                a
                corporation duly organised and existing under the laws of England
                with
                registered number 1170719 whose registered office is at Riverside
                Buildings Riverside Way Nottingham England (the "Licensor")
                and

            


    

     

    
      	
            	(2)	
              INTER
                PARFUMS S.A.
                a
                corporation duly organised and existing under the laws of France
                with its
                principal office at 4 Rond Point des Champs Elysees, 75008 Paris
                (B350 219
                382) (the "Licensee");
                and

            


    

     

    
      	
            	(3)	
              INTER
                PARFUMS INC.
                a
                corporation duly organised and existing under the laws of Delaware
                with
                its principal office at 551, 5th
                Avenue New York NY 10176 (the "Guarantor”)

            


    

     

    INTRODUCTION

     

    
      	
              A.

            	
              The
                Licensor designs and manufactures quality clothing and accessories
                in the
                United Kingdom and in other
                countries.

            


    

     

    
      	
              B.

            	
              The
                Licensor has the right to use and to license others to the Trademarks
                consisting of "PAUL
                SMITH"
                and "PS
                PAUL SMITH"
                used alone and in a logo design in the Territory which are (at the
                date of
                this Agreement) registered in respect of fragrances in the United
                Kingdom
                and in the other countries specified in Exhibit
                A.

            


    

     

    
      	
              C.

            	
              The
                Licensee manufactures and sells perfumes and fragrances throughout
                the
                world.

            


    

     

    
      	
              D.

            	
              The
                Licensor and the Licensee had executed a former Licence agreement
                dated
                4th
                December 1998 whereby the Licensee is granted exclusive rights to
                manufacture, advertise, distribute and sell fragrances under the
“Paul
                Smith” trademarks. The said agreement expires on 31st
                December 2011 and on the basis of which the Licensor and the Licensee
                have
                reached an agreement regarding the renewal of the former Licence
                Agreement
                of 4th
                December 1998.

            


    

     

    
      	
              E.

            	
              The
                Licensee wishes to continue to use the “Paul Smith” trademarks to
                manufacture, advertise, promote and sell fragrances under the Trademarks
                in the Territory.

            


    

     

    
      	
              F.

            	
              The
                Licensor is prepared to grant and the Licensee to take a licence
                in the
                Territory to manufacture, advertise, promote and sell fragrances
                under the
                Trademarks on the terms of this
                Agreement.

            


    

     

    AGREEMENT

     

    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION 

            


    

     

    
      	 	
              1.1.

            	
              In
                this Agreement the following words and phrases shall have the following
                meanings unless the context clearly requires
                otherwise:-

            


    

     

    "Affiliated
      Distributor" distributors
      of the Licensee in which either the Licensee or the Guarantor either holds
      more
      than [-----]1
      of the
      share voting rights or otherwise has effective control.  

    
      

    

    1 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.1.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    "Business"
      that
      part of the business of the Licensee which involves the manufacture and/or
      distribution of the Licensed Products (or any part or parts
      thereof).

     

    "Business
      Day"
      shall
      mean any day which is not a Saturday not a Sunday and not a recognised public
      holiday in either the Licensor's or the Licensee's country.

     

    "Calendar
      Half"
      shall
      mean a six monthly period commencing on the first day of either of the months
      of
      January or July in any year.

     

    "Calendar
      Quarter"
      shall
      mean a three monthly period commencing on the first day of each of the months
      of
      January, April, July and October in every Contract Year.

     

    "Commencement
      Date" means
      the
      date on which this Agreement comes into force as stated in Clause
      4.1.

     

    "Contract
      Year"
      shall
      mean each of the following years:-

        

    First
      Contract Year:-

     

    The
      period from 1 January 2011 to 31 December 2011

     

    Second
      Contract Year:- 

     

    The
      period from 1 January 2012 to 31 December 2012

     

    Third
      Contract Year:-

     

    The
      period from 1 January 2013 to 31 December 2013

     

    Fourth
      Contract Year:-

     

    The
      period from 1 January 2014 to 31 December 2014

     

    Fifth
      Contract Year:-

     

    The
      period from 1 January 2015 to 31 December 2015

     

    Sixth
      Contract Year:-

     

    The
      period from 1 January 2016 to 31 December 2016

     

    Seventh
      Contract Year:-

     

    The
      period from 1 January 2017 to 31 December 2017

     

    "Force
      Majeure" means
      any
      circumstances not foreseeable at the date of this Agreement and not within
      the
      reasonable control of the party in question including, strikes, lockouts,
      shortages of labour or raw materials, civil commotion, riot, invasion, war,
      threat of or preparation for war, fire, explosion, storm, flood, earthquake,
      subsidence, epidemic or other natural physical disaster.

     

    "Intellectual
      Property Rights" means
      all
      copyrights, registered and unregistered design rights, patents, trademarks
      and
      all other rights.

     

    "Licensed
      Products"
      means
      Products sold or offered for sale under or by reference to the Trademarks
      pursuant to this Agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Minimum
      Royalty"
      shall
      mean:-

     

    (a) in
      the
      First Contract Year, a Royalty of at least [-----]2 
      Euro;

     

    (b) in
      the
      Second Contract Year, a Royalty of at least [-----]3 Euro;

     

    (c) in
      the
      Third Contract Year, a Royalty of at least [-----]4 
Euro;

     

    (d) in
      the
      Fourth Contract Year, a Royalty of at least [-----]5
      Euro;

     

    (d) in
      the
      Fifth Contract Year, a Royalty of at least [-----]6 Euro;

     

    (e) in
      the
      Sixth Contract Year, a Royalty of at least [-----]7 
      Euro;
      and

     

    (f) in
      the
      Seventh Contract Year, a Royalty of at least [-----]8 Euro.

     

    "Proprietors"
      means
Paul
      Smith Group Holdings Limited (a company incorporated in England with registered
      number 5534862), Paul Smith Limited (a company incorporated in England with
      registered number 1170719) and any subsidiary (as defined in section 736
      Companies Act 1985) of any such company.

     

    "Products"
      shall
      mean men’s and women’s and children's fragrances and cosmetics and related
      display, packaging and promotional materials.

     

    "Royalty"
      means
      the
      royalty payable by the Licensee to the Licensor under clause 5.1 of this
      Agreement.

     

    "Territory"
      shall
      mean the world.

     

    "Term"
      shall
      mean the
      term
      of this Agreement being the period of seven years commencing on 1 January 2011
      and expiring on 31 December 2017.

     

    "Trademarks"
      shall
      mean the trademarks "PAUL SMITH" and "PS PAUL SMITH" and in each case used
      with
      such other additional word or words as may be approved by the Licensor in
      writing from time to time.

     

    "Turnover"
      shall
      mean aggregate gross sales of each of the Licensed Products sold by the Licensee
      (or, if the price of any Licensed Product re-sold by an Affiliated Distributor
      shall be higher than the price at which the Licensed Product was sold to the
      Affiliated Distributor by the Licensee then the aggregate sales of each such
      Licensed Product sold by the Affiliated Distributors shall be substituted for
      the gross sales of such Licensed Products by the Licensee to the Affiliated
      Distributors) and/or its sub-licensees to customers in the Territory (whether
      by
      wholesale or retail and including sales to the Licensor and its licensees)
      less:-

     

      
        

      

    

    2 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.2.

    3 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.3.

    4 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.4.

    5 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.5.

    6 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.6.

    7 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.7.

    8 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.8.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	(a)	
              actual
                trade discounts and other discounts approved of in writing by the
                Licensor
                and allowed to customers (but excluding early settlement
                discounts);

            


    

     

    
      	 	
              (b)

            	
              returns
                and credits actually granted to customers (but excluding bad
                debts);

            


    

     

    
      	 	
              (c)

            	
              any
                commodity or consumption taxes imposed on the Licensee or (as the
                case may
                be) the Affiliated Distributors by any Government within the Territory
                in
                respect of the Licensed Products; and


            


    

     

    
      	 	
              (d)

            	
              shipping
                and insurance costs borne by the Licensee or (as the case may be)
                the
                Affiliated Distributors in the supply of the Licensed Products to
                their
                customers.

            


    

     

    
      	 	
              1.2.

            	
              In
                this Agreement (except where the context otherwise
                requires):

            


    

     

    
      	 	
              1.2.1.

            	
              any
                reference to a Recital, Clause or Schedule is to the relevant Recital,
                Clause or Schedule of or to this Agreement and any reference to a
                sub-clause or paragraph is to the relevant sub-clause or paragraph
                of the
                Clause or Schedule in which it
                appears;

            


    

     

    
      	 	
              1.2.2.

            	
              references
                to “this Agreement” mean this agreement as amended, varied, supplemented,
                modified or novated from time to time and include the
                Schedules;

            


    

     

    
      	 	
              1.2.3.

            	
              the
                index and clause headings are included for convenience only and shall
                not
                affect the interpretation of this
                Agreement;

            


    

     

    
      	 	
              1.2.4.

            	
              use
                of the singular includes the plural and vice
                versa;

            


    

     

    
      	 	
              1.2.5.

            	
              use
                of any gender includes the other
                genders;

            


    

     

    
      	 	
              1.2.6.

            	
              any
                reference to “persons” includes natural persons, firms, partnerships,
                companies, corporations, associations, organisations, governments,
                states,
                foundations and trusts (in each case whether or not having separate
                legal
                personality);

            


    

     

    
      	 	
              1.2.7.

            	
              the
                words “subsidiary” and “holding company” have the meanings given to them
                by section 736 of the Companies Act
                1985;

            


    

     

    
      	 	
              1.2.8.

            	
              any
                reference to a person being an “associate” of another shall be interpreted
                in accordance with section 435 of the Insolvency Act 1986, and a
                person
                shall be regarded as “connected” or “associated” with any person which is
                an associate of his and with any company of which any director is
                an
                associate of his;

            


    

     

    
      	 	
              1.2.9.

            	
              any
                reference to a statute, statutory provision or subordinate legislation
                (“legislation”) shall (except where the context otherwise requires) be
                construed as referring to such legislation as amended and in force
                from
                time to time and to any legislation which re-enacts or consolidates
                (with
                or without modification) any such
                legislation;

            


    

     

    
      	 	
              1.2.10.

            	
              any
                reference to “the Licensee” shall, where the context so admits, be deemed
                to include any sub-licensee of the
                Licensee;

            


    

     

    
      	 	
              1.2.11.

            	
              any
                reference to an English legal term for any action, remedy, method
                of
                judicial proceeding, legal document, legal status, court, official
                or any
                legal concept or thing shall, in respect of any jurisdiction other
                than
                England, be deemed to include a reference to what most nearly approximates
                in that jurisdiction to the English legal term;
                and

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.2.12.

            	
              any
                phrase introduced by the terms “including”, “include”, “in particular” or
                any similar expression shall be construed as illustrative and shall
                not
                limit the sense of the words preceding those
                terms.

            


    

     

    
      	 	
              1.3.

            	
              The
                Schedules and Recitals form part of this Agreement and shall have
                effect
                as if set out in full in the body of this Agreement and any reference
                to
                this Agreement includes the Schedules and
                Recitals.

            


    

     

    
      	
              2.

            	
              GRANT

            


    

     

    
      	 	
              2.1.

            	
              The
                Licensor hereby grants to the Licensee for the term of this
                Agreement:-

            


    

     

    
      	 	
              2.1.1.

            	
              the
                right to manufacture, advertise, promote, sell and distribute the
                Products
                under the Trademarks in the Territory;
                and

            


    

     

    
      	 	
              2.1.2.

            	
              the
                right to use the Trademarks only in connection with the foregoing
                right.

            


    

     

    
      	 	
              2.2.

            	
              This
                Licence is an exclusive licence throughout the Territory with respect
                to
                the Licensed Products and, subject to clause 2.3, below neither the
                Licensor itself nor any third party licensed by the Licensor shall
                have
                the right to advertise, promote, manufacture, sell or distribute,
                nor
                cause the advertising, promotion, manufacture of, sale or distribution
                of
                any items or material directly competitive with any Licensed Product
                within the Territory other than the resale of the Licensed Products
                by the
                Licensor of Licensed Products purchased from the Licensee or any
                Affiliated Distributor or any sub-licensee of the Licensee.
                

            


    

     

    
      	 	
              2.3.

            	
              The
                Licensor may itself promote or licence others to promote the Products
                under the Trademarks in the Territory in the last [-----]9 of
                the term of this Agreement (however
                terminated).

            


    

     

    
      	 	
              2.4.

            	
              New
                lines of Licensed Products (including without limitation a line of
                Licensed Products for children) shall be launched for commercial
                sale at
                such times as may be mutually agreed between the Licensor and the
                Licensee.

            


    

     

    
      	 	
              2.5.

            	
              No
                other rights under the Trademarks or in relation to the Licensor’s designs
                are granted to the Licensee.

            


    

     

    
      	
              3.

            	
              VALIDATION

            


    

     

    Each
      party to this Agreement shall at its own expense do all things appropriate
      to
      its status as Licensor or as Licensee and necessary for the purpose of rendering
      this Agreement valid and enforceable.

     

    
      	
              4.

            	
              COMMENCEMENT
                AND DURATION

            


    

     

    
      	 	
              4.1.

            	
              Unless
                sooner terminated by clause 25, this Agreement shall continue in
                force
                from 1 January 2011 to the expiry of the
                Term.

            


    

     

    
      	 	
              4.2.

            	
              The
                Licensee shall notify the Licensor before the end of the [-----]10 
                whether or not it wishes to attempt to negotiate a renewal of this
                Agreement upon its expiry.

            


    

     

    
      
        

      

    

    9 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.134.9.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        
          	5.	
                  FINANCIAL
                    PROVISIONS

                


        

      

    

     

    
      	 	
              5.1.

            	
              Royalty

            


    

     

    In
      each
      Contract Year of the Term the Licensee shall pay to the Licensor
      a
      royalty of whichever shall be the greater of:-

     

    5.1.1.     
      the
      Minimum Royalty; and

     

    5.1.2.     
      a
      royalty
      of [-----]11of
      the
      Turnover for the relevant Contract Year.

     

    
      	 	
              5.2.

            	
              Sales
                of Licensed Products by the Licensee to the Licensor and its subsidiaries,
                franchisees and licensees will be included within the calculation
                of the
                Royalty.

            


    

     

    
      	 	
              5.3.

            	
              The
                Licensee shall within [-----]12 of
                the end of each Calendar Quarter in every Contract Year pay to the
                Licensor whichever shall be the higher of the Minimum Royalty or
                the
                Royalty payable to the Licensor by reference to the Turnover during
                the
                immediately preceding Calendar Quarter.
                In
                calculating the Royalty payable under this Agreement, the sales price
                of
                the Licensed Products shall be based upon the invoiced normal wholesale
                selling price to unconnected third
                parties.

            


    

     

    
      	 	
              5.4.

            	
              Reports

            


    

     

    
      	
            	5.4.1.	
              Within
                [-----]13 of
                the end of each Calendar Quarter in every Contract Year the Licensee
                shall
                deliver to the Licensor a written statement of the quantity of the
                Licensed Products and other goods sold during the immediately preceding
                Calendar Quarter by the Licensee, its Affiliated Distributors and
                sub-licensees; the respective prices charged and any discount allowed;
                the
                Turnover; the Royalty due and any other particulars the Licensor
                may
                require.

            


    

     

    
      	
            	5.4.2.	
              Within
                [-----]14 of
                the end of each Calendar Half in every Contract Year, the Licensee
                shall
                deliver to the Licensor a true and complete statement in writing
                of all
                amounts spent by the Licensee in advertising the Licensed Products
                in the
                immediately preceding Calendar
                Half.

            


    

     

    
      	 	
              5.5.

            	
              Records

            


    

     

    
      	 	
              5.5.1.

            	
              The
                Licensee shall keep at its usual place of business books of account
                relating exclusively to the sales of the Licensed Products and containing
                such true entries complete in every particular as may be necessary
                or
                proper for enabling the amount of the Royalty and other payments
                reserved
                by this Agreement to be conveniently ascertained;
                

            


    

     

    
      
        
10
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.10.

      11
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.11.

      12
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.12.

      13
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.13.

      14
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.14.

       

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.5.2.

            	
              Within
                [-----]15of
                the end of each Contract Year if requested by the Licensor, the Licensee
                must deliver to the Licensor a written statement certified by its
                auditors
                (“Auditor’s
                Certificate”)
                of the aggregate Turnover of the Licensed Products and other goods
                sold or
                otherwise disposed of by the Licensee, its Affiliated Distributors
                and
                sub-licensees in that period and the payments due for that Contract
                Year
                under sub-clause 5.1. In the event that the Auditor’s Certificate shows
                that the payments made for the Contract Year covered by the Auditor’s
                Certificate are less than the payment due for that period under sub-clause
                5.1, then the Licensee shall pay to the Licensor within [-----]16 of
                delivery of an invoice from the Licensor for an amount equivalent
                to the
                difference between the Royalty paid and the payment due together
                with
                compound interest at the rate referred to in clause 5.6 below from
                the
                date the underpayment should have been made until the date of actual
                payment.

            


    

     

    
      	 	
              5.5.3.

            	
              The
                Licensor, or any other person authorised by the Licensor, is entitled
                to
                inspect the Licensee’s records during normal business hours and to take
                away copies in order to verify the information provided by the Licensee.
                This right of inspection shall remain in effect for a period of one
                year
                after termination of this
                Agreement.

            


    

     

    
      	 	
              5.5.4.

            	
              If
                the Licensee has understated the Royalty due then the Licensee shall
                immediately pay to Licensor the additional Royalty due, plus interest
                at
                the rate described in sub-clause 5.6. If the Licensee has failed
                to
                deliver a statement as required by sub-clause 5.5.2 or has understated
                the
                Royalty due by more than [-----]17 then
                the cost of the inspection must be paid for by the Licensee, otherwise
                the
                Licensor must bear the cost.

            


    

     

    
      	 	
              5.6.

            	
              If
                any payment of the Royalty due to the Licensor is not made within
                [-----]18 of
                the due date, interest will accrue on the full amount outstanding
                at the
                rate of [-----]19 the
                base rate published by the Bank of England (or if such rate of interest
                shall cease to be published an alternative interest rate selected
                by the
                Licensor in its discretion) from time to time, from the due date
                until the
                date of actual payment. Partial payments are applied first against
                interest accrued to the date of payment and any balance against the
                amount
                outstanding.

            


    

     

    
      	 	
              5.7.

            	
              Authority
                to make Payment

            


    

     

    If
      at any
      time during the continuation of this Agreement the Licensee is prohibited from
      making any of the payments reserved under this Agreement without appropriate
      authority then the Licensee will promptly inform the Licensor of such
      prohibition and commence and diligently pursue all necessary steps to secure
      from the appropriate authority permission to make the said payments and pending
      the obtaining of such permission shall place all payments to be made hereunder
      in an interest bearing bank account from which withdrawals may be made within
      a
      period of 30 days without loss of interest and will pay all such payments
      together with interest earned thereon to the Licensor within seven days of
      receiving such permission.

    
      

    

    
      15
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.15.

    

    16
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.16.

    17
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.17.

    18
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.18.

    19
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.19.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.8.

            	
              Place
                and Currency of Payment

            


    

     

    
      	 	 	
              All
                sums due and payable hereunder shall be payable in London in Euro
                to a
                bank account to be advised by the
                Licensor.

            


    

     

    
      	 	
              5.9.

            	
              Rate
                of Exchange

            


    

     

    For
      the
      purpose of calculating the Turnover, any payments received by the Licensee
      in a
      different currency will be thereafter converted into Euro or Sterling currency
      with reference to the rate of exchange of the Licensee's bank on the day when
      each individual payment is received into the Licensee's account with the said
      bank.

     

    
      	 	
              5.10.

            	
              Taxes

            


    

     

    All
      payments to be made by the Licensee under this Agreement are exclusive of Value
      Added Tax (if applicable), consumption tax or other sales tax, or customs duty
      which shall where appropriate be payable by the Licensee in
      addition.

     

    
      	 	
              5.11.

            	
              Withholdings

            


    

     

    All
      payments to be made by the Licensee under this Agreement shall be paid free
      and
      clear of any deductions, withholdings for or on account of tax, set offs or
      counterclaims whatsoever, except any deduction or withholding which is required
      by law. Any
      taxes
      levied by any government upon the payments to be made by the Licensee to the
      Licensor pursuant to this Agreement and required to be withheld by the Licensee
      from such payments shall be borne by the Licensor and shall be withheld and
      paid
      by the Licensee to the appropriate authority. The Licensee shall supply the
      Licensor promptly after each tax payment official tax receipts and or other
      evidence of payment issued by the appropriate tax authorities. 

     

    
      	
              6.

            	
              LICENSEE'S
                COVENANTS

            


    

     

    The
      Licensee covenants with the Licensor during the term of this Agreement unless
      specifically provided:

     

    
      	 	
              6.1.

            	
              Supplies
                to the Licensor

            


    

     

    If
      requested by the Licensor, to supply Licensed Products to the Licensor and
      its
      subsidiaries and international franchisees and other licensees for re-sale
      inside the Territory. Supplies of the Products to the Licensor and its
      subsidiaries and franchisees shall be at the Licensee's normal wholesale prices
      less a discount of [-----]20 The
      Licensor shall be entitled to set off and deduct from payments due to the
      Licensee for Licensed Products supplied by the Licensee to the Licensor, all
      amounts of Royalty due from the Licensee to the Licensor or on any other account
      under this Agreement.

     

    
      	 	
              6.2.

            	
              Reputation

            


    

     

    To
      ensure
      that all presentations and any dealings with third parties reflect the standards
      and image associated with the “Paul Smith” name and that the conduct of the
      Licensee shall in no way reduce or diminish the reputation, image and prestige
      of the Trademarks or of products sold under or by reference to the “Paul Smith”
name.

     

    
      

      20
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.20.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.3.

            	
              Personnel

            


    

     

    
      	 	
              6.3.1.

            	
              The
                Licensee shall appoint a dedicated senior executive acceptable to
                the
                Licensor to oversee all aspects of the licence granted by this Agreement
                and the arrangements between the Licensor and the Licensee. The dedicated
                senior executive will liaise with the Licensor and will spend the
                majority
                of his working time on such
                business.

            


    

     

    
      	 	
              6.3.2.

            	
              The
                Licensee shall also appoint the following full time personnel who
                are
                acceptable to the Licensor:-

            


    

     

    a
      product/design manager (with suitable support);

     

    and
      such
      other personnel that are jointly agreed between the parties and considered
      necessary from time to time.

     

    
      	 	
              6.4.

            	
              Independent
                Contractor and Risk

            


    

     

    All
      aspects of the manufacture, distribution and sale of the Licensed Products
      by
      the Licensee shall be at the risk and responsibility and for the account of
      the
      Licensee. The Licensee shall act as an independent contractor and the Licensor
      shall not be responsible for any breach by the Licensee of any obligations
      imposed by law on the Licensee in its capacity as an employer or as
      manufacturer, distributor and/or seller of the Licensed Products. The Licensee
      shall indemnify the Licensor against all actions, claims, demands, costs,
      charges and expenses arising out of or in connection with the manufacture,
      use
      or sale of the Licensed Products made by or for the Licensee.

     

    
      	 	
              6.5.

            	
              Information

            


    

     

    To
      keep
      the Licensor informed of all laws, orders or regulations made at any time by
      any
      government or any public or local authority within the Territory in any way
      affecting or, in the Licensee's opinion likely to affect, the terms of this
      Agreement or the manufacture or sale of the Licensed Products in the Territory.
      In particular, but without limitation, the Licensee shall inform the Licensor
      of
      any country where registration of this Agreement or any registered user
      agreement is required or desirable.

     

       
      6.6.         Takeover

     

    That
      within [-----]21 
      of the
      happening of such an event, the Licensee will give notice to the Licensor of
      the
      acquisition of [-----]22 or
      more
      of any of the share voting rights in the Licensee by any person firm or
      corporation or group of persons firms or corporations acting in concert directly
      or indirectly.

     

    
      	 	
              6.7.

            	
              Samples

            


    

     

    The
      Licensee shall provide free of charge to the Licensor samples of the Licensed
      Products upon the Licensor’s request for the Licensor’s international press
      offices.

     

    
      	
              7.

            	
              LICENSOR'S
                COVENANTS

            


    

     

    The
      Licensor covenants with the Licensee:

     

    
      	 	
              7.1.

            	
              Provide
                Technical Information

            


    

     

    
      	 	 	
              To
                supply to the Licensee such information, so far as it is available
                to the
                Licensor, as is necessary to enable the Licensee to manufacture or
                sell
                the Licensed Products to the best advantage.


            


    

    
       

      
        
21
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.21.

    

    
      22
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.22.

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.2.

            	
              Meetings
                

            


    

     

    
      	 	 	
              A
                representative of the Licensor shall meet with executive officers
                of the
                Licensee at least twice in each Contract Year in London and or Paris
                to
                inform the Licensee of developments within the Licensor’s business and of
                its designs for its other product ranges and to suggest to the Licensee
                themes and ideas for the development of the Licensed Products and
                for the
                advertisement and promotion of the Licensed
                Products.

            


    

     

    
      	 	 	
              The
                Licensee shall bear the reasonable travelling (First Class air fares
                for
                Directors of the Licensor ; Business Class for other employees and
                consultants of the Licensor) and subsistence costs of the Licensor’s
                representative attending such meetings in pursuance of this covenant
                and
                of any other meetings arranged between the representatives of the
                Licensor
                and of the Licensee. 

            


    

     

    
      	 	
              7.3.

            	
              Personal
                Appearances

            


    

     

    The
      Licensor shall procure the personal appearance of Sir Paul Smith (during his
      life) at a limited number of events to be agreed between the parties provided
      that the time and place of such appearance shall have previously been confirmed
      by the Licensor. The Licensee shall bear the reasonable travelling (First Class
      air fares for Directors of the Licensor ; Business Class for other employees
      and
      consultants of the Licensor) and subsistence costs of the Licensor’s
      representatives attending such events in pursuance of this covenant.


     

    
      	
              8.

            	
              APPLICATION
                OF THE TRADEMARKS

            


    

     

    
      	 	
              8.1.

            	
              All
                Products made and/or sold by the Licensee and any sub-licensee of
                the
                Licensee under this Agreement shall carry one of the Trademarks.
                The
                Licensee shall comply strictly with the directions of the Licensor
                and of
                the Proprietors regarding the form and manner of the application
                of the
                Trademarks which shall, unless the Licensor agrees otherwise in writing
                conform to the following
                principles:-

            


    

     

    
      	 	
              8.1.1.

            	
              The
                general style of the marking shall conform with that developed and
                adopted
                by the Licensor;

            


    

     

    
      	 	
              8.1.2.

            	
              Each
                Licensed Product shall bear one of the Trademarks in such place as
                shall
                have been approved in writing by the Licensor but not anywhere else;
                and

            


    

     

    
      	 	
              8.1.3.

            	
              The
                markings shall comply with the applicable laws of the Territory where
                the
                Licensed Products are to be sold.

            


    

     

    Subject
      to the above principles the final decision on the form of any marking on
      Licensed Products shall be made by the Licensor and the Proprietors after
      consultation with the Licensee.

     

    
      	 	
              8.2.

            	
              Apart
                from one of the Trademarks, no other trade mark or logo may be affixed
                to
                Licensed Products in any form whatsoever. The Licensee must not use
                in its
                business any other trade mark confusingly similar to the Trademarks
                and
                must not use the Trademarks or any word confusingly similar to the
                Trademarks as or as part of its corporate or trading
                name.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.2.1.

            	
              Except
                as otherwise expressly provided in this Agreement, to make no other
                use of
                or claim any right in the Trademarks or any of the other trademarks
                owned
                or used by the Licensor or the Proprietors and not to use the Trademarks
                on any goods not being Licensed
                Products.

            


    

     

    
      	
              9.

            	
              TITLE
                AND GOODWILL

            


    

     

    
      	 	
              9.1.

            	
              The
                Licensee acknowledges that the Proprietors are the owners of the
                Trademarks and the Licensee shall not dispute or challenge the validity
                of
                the Trademarks, or the rights of either the Proprietors or of the
                Licensor
                to the Trademarks, during the term of this
                Agreement.

            


    

     

    
      	 	
              9.2.

            	
              Any
                goodwill derived from the use by the Licensee of the Trademarks accrues
                to
                the Licensor and the Proprietors. The Licensor may at any time call
                for a
                confirmatory assignment of that goodwill and the Licensee must immediately
                execute it.

            


    

     

    
      	 	
              9.3.

            	
              No
                warranty expressed or implied is given by the Licensor or the Proprietors
                with respect to the validity of the
                Trademarks.

            


    

     

    
      	
              10.

            	
              TRADE
                MARK REGISTRATIONS

            


    

     

    
      	 	
              10.1.

            	
              The
                Licensee must not apply for or obtain registration of the Trademarks
                for
                any goods or services in any
                country.

            


    

     

    
      	 	
              10.2.

            	
              The
                Licensee must not apply for or obtain registration of any trade or
                service
                mark in any country which consists of or comprises the words “Paul Smith”
                or “PS” or any confusingly similar word or
                words.

            


    

     

    
      	
              11.

            	
              REGISTRATION
                OF PERMITTED USER

            


    

     

    
      	 	
              11.1.

            	
              The
                Licensee shall co-operate with the Licensor and the Proprietors in
                making
                application to the Registrar of Trade Marks or any equivalent official
                or
                body in each country in the Territory for either the registration
                of this
                Agreement as a licence or the registration of the Licensee as a registered
                user of the Trademarks in respect of each registration included in
                this
                Licence where the specification of goods for that registration includes
                any of the Products.

            


    

     

    
      	 	
              11.2.

            	
              The
                Licensee shall at the Licensor’s request execute and deliver to the
                Licensor a document which enables the Licensor to cancel any registration
                of this Agreement as a Licence or the Licensee as a registered
                user.

            


    

     

    
      	
              12.

            	
              DUTIES
                OF THE PARTIES

            


    

     

    
      	 	
              12.1.

            	
              The
                Licensee must not do or omit to do anything to diminish the rights
                of the
                Licensor or of the Proprietors in the Trademarks or impair any
                registration of the Trademarks.

            


    

     

    
      	 	
              12.2.

            	
              The
                Licensee shall provide, at the request of the Licensor or of any
                of the
                Proprietors, all necessary assistance in maintaining any registration
                or
                prosecuting any applications for registration in respect of the
                Trademarks.

            


    

     

    
      	 	
              12.3.

            	
              The
                Licensee must promptly notify the Licensor of any attack on the validity
                of any registration of the
                Trademarks.

            


    

     

    
      	 	
              12.4.

            	
              The
                Licensee shall abide by regulations and practices in force or use
                in the
                Territory in order to safeguard the Licensor’s and the Proprietors’ rights
                in the Trademarks.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              12.5.

            	
              In
                the event that any Government approval is required for this Agreement
                in
                any country in the Territory or the country of the Licensee, the
                Licensee
                shall obtain such approval prior to the Commencement Date and shall
                provide the Licensor with a certified copy of such approval together
                with
                a translation in English.

            


    

     

    
      	
              13.

            	
              QUALITY
                CONTROL AND APPROVAL PROCEDURES
                AND INTELLECTUAL PROPRETY
                RIGHTS

            


    

     

    
      	 	
              13.1.

            	
              Representatives
                of the Licensor and of the Licensee shall work with each other to
                develop
                new lines of the Licensed Products once in each Calendar
                Half.

            


    

     

    
      	 	
              13.2.

            	
              The
                Licensor shall approve all aspects of each of the Licensed Products
                (including, without limitation, the smell, look and feel of the Licensed
                Products and of all display items, packaging and related items) before
                a
                Licensed Product is offered for
                sale.

            


    

     

    
      	 	
              13.3.

            	
              The
                Licensed Products manufactured by or for the Licensee and any sub-licensee
                of the Licensee shall be of the best quality and shall use only the
                best
                quality materials and components.

            


    

     

    
      	 	
              13.4.

            	
              The
                Licensee shall ensure that all Licensed Products manufactured by
                or for
                the Licensee and/or any sub licensee of the Licensee shall be strictly
                in
                accordance with the designs and specifications previously approved
                in
                writing by the Licensor and using only such materials as the Licensor
                or
                its designated agent shall have approved in
                writing.

            


    

     

    
      	 	
              13.5.

            	
              As
                required by the Licensor, the Licensee shall make available for the
                Licensor's inspection at no cost to the Licensor specimen samples
                of each
                type of Licensed Product (including, without limitation, packaging
                and
                related items) as manufactured by or for the Licensee and any sub-licensee
                of the Licensee immediately prior to each line of Licensed Products
                being
                offered for sale and, if requested by the Licensor to cease to sell
                of
                offer for sale or permit the sale or offering for sale of any Licensed
                Product whose sample supplied to the Licensor is not, in the opinion
                of
                the Licensor, of satisfactory quality.

            


    

     

    
      	 	
              13.6.

            	
              The
                Licensee shall ensure that all Licensed Products submitted for inspection
                are selected at random and are made by the ordinary production
                methods.

            


    

     

    
      	 	
              13.7.

            	
              The
                Licensor or any other person authorised by the Licensor shall, at
                its own
                expense, have access during normal business hours to any of the Licensee’s
                premises and the premises of any sub licensee of the Licensee used
                for the
                manufacture, storage, packing and distribution of Licensed Products
                to
                inspect samples and the methods of manufacture, storage, packing
                and
                distribution. The Licensor shall also be entitled to remove a reasonable
                number of samples at no cost during any such inspection.
                

            


    

     

    
      	 	
              13.8.

            	
              The
                Licensee shall not sell, market, distribute or use for any purpose,
                or
                permit any third party to sell, market, distribute or use for any
                purpose,
                any Products which are not approved by the Licensor pursuant to sub-clause
                13.2 or which are damaged or defective. 

            


    

     

    
      	 	
              13.9.

            	
              Wherever
                in this Agreement terms, documents, materials and/or proposals are
                submitted by one party to another unless specifically stated to the
                contrary the party who receives such submission shall have twenty
                days
                after receipt to approve or disapprove such submission. If the party
                timely disapproves such submission the disapproving party shall notify
                the
                other party of its disapproval. In the event that the receiving party
                neither approves nor disapproves the submission in a timely manner
                the
                submission shall be deemed
                approved.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              13.10.

            	
              The
                Licensee shall hold, as bare trustee for the Licensor all Intellectual
                Property Rights of the Licensee in the Licensed Products (including,
                without limitation any Intellectual Property Rights in the Licensed
                Products arising in the future) and their constituent parts and at
                the
                Licensor’s request to assign such Intellectual Property Rights to the
                Licensor without compensation.

            


    

     

    
      	 	
              13.11.

            	
              If
                the Licensee commissions, engages or employs any third party to create
                or
                originate any materials or work in connection with this Agreement
                in
                relation to which Intellectual Property Rights may be created, the
                Licensee shall procure that such third party will execute and deliver
                to
                the Licensor prior to any such works or materials being created a
                properly
                executed letter from such third party in the form set out in the
                draft
                letter annexed to this Agreement or in such other form as may be
                notified
                by the Licensor.

            


    

     

    
      	
              14.

            	
              MANUFACTURE
                OF THE LICENSED PRODUCTS

            


    

     

    
      	 	
              14.1.

            	
              The
                Licensee shall manufacture the Licensed Products at the Licensee's
                own
                factories or at factories which have been approved in writing by
                the
                Licensor and whose quality standards are no less than those of the
                Licensee.

            


    

     

    
      	
            	14.2.	
              The
                Licensee may not sub-contract the manufacture of the Licensed Products
                without the prior consent in writing of the
                Licensor.

            


    

     

    
      	
            	14.3.	
              The
                Licensee shall not use any person to manufacture the Licensed Products
                that might damage or bring into disrepute the good name of the Licensor
                and the Licensee shall, if required to do so by the Licensor cease
                or
                refrain from using any manufacturer of the Licensed Products which
                fails
                to meet the quality standards from time to time of the
                Licensor.

            


    

     

    
      	
            	14.4.	
              The
                Licensee shall ensure that the Licensee has adequate personnel in
                place to
                supervise and ensure the efficient operation of the manufacture of
                the
                Licensed Products wherever that may take
                place.

            


    

     

    
      	
              15.

            	
              ADVERTISING
                AND PROMOTION

            


    

     

    
      	 	
              15.1.

            	
              At
                the commencement of each Calendar Half the Licensee shall submit
                to the
                Licensor for approval a marketing plan and a media plan in respect
                of the
                Licensed Products together with evidence of expenditure on the marketing
                and promotion of the Licensed Products in the immediately preceding
                Calendar Half. 

            


    

     

    
      	 	
              15.2.

            	
              The
                Licensee shall supply to the Licensor at the commencement of each
                Calendar
                Half free of charge specimen samples of all labels, brochures,
                advertisements, stationery, packaging, publicity and other materials
                relating to the use of the Trademarks by the Licensee and the Licensee
                shall not use any such material until the Licensor or its designated
                agent
                has certified its approval in
                writing.

            


    

     

    
      	 	
              15.3.

            	
              All
                artwork for advertisements shall be provided by the Licensor to the
                Licensee at the Licensor's normal commercial
                rates.

            


    

     

    
      	 	
              15.4.

            	
              The
                Licensee shall not appoint or replace an advertising agency in respect
                of
                the Licensed Products without the consent in writing of the
                Licensor.

            


    

     

    
      	 	
              15.5.

            	
              The
                Licensee shall, together with its distributors, to spend in each
                Contract
                Year not less than [-----]23 of
                the Turnover in that Contract Year in advertising the Licensed Products
                throughout the Territory. For the purpose of this clause the word
                "advertising" shall include gifts with purchase, point of sale items
                and
                the cost of producing and placing advertisements but shall exclude
                the
                cost of promotional staff in
                stores.

            


    

    
      
        
          

        

      

      23
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.23.

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              SALES
                PROMOTION AND DISTRIBUTION

            


    

     

    
      	 	
              16.1.

            	
              The
                Licensee shall use its best endeavours to achieve maximum sales of
                the
                Licensed Products, to confirm to customers orders for the Licensed
                Products passed to it by the Licensor and generally to expand the
                distribution of the Licensed Products in the Territory.

            


    

     

    
      	 	
              16.2.

            	
              The
                Licensee shall:-

            


    

     

    
      	 	
              16.2.1.

            	
              arrange
                for the Licensed Products to be manufactured on commercial scales
                to
                ensure that stockists of the Licensed Products are adequately stocked
                with
                Licensed Products to ensure that sales of the Licensed Products are
                maximised;

            


    

     

    
      	 	
              16.2.2.

            	
              meet
                the demand for the Licensed Products in the
                Territory;

            


    

     

    
      	 	
              16.3.

            	
              The
                Licensee shall sell the Licensed Products only through high quality
                retail
                outlets approved in writing by the Licensor as appropriate to the
                Licensor’s standing as an international designer.
                

            


    

     

    
      	 	
              16.4.

            	
              The
                Licensee shall submit a proposal in writing to the Licensor for any
                new
                sales outlet and the Licensor shall either signify its approval or
                rejection within [-----]24of
                the receipt of the Licensee’s
                proposal.

            


    

     

    
      	 	
              16.5.

            	
              The
                Licensee shall not sell to any particular outlet to which the Licensor
                objects on any ground whatsoever including (but without prejudice
                to the
                generality of the foregoing) that the style of the operation of any
                of the
                outlets does not conform with the standards associated with the
                Trademarks.

            


    

     

    
      	 	
              16.6.

            	
              The
                Licensee shall distribute the Licensed Products in accordance with
                a
                distribution policy previously agreed in writing by the Licensor
                at the
                commencement of each Calendar Half. In particular, but without
                limitation:-

            


    

     

    
      	 	
              16.6.1.

            	
              the
                Licensee shall not appoint any distributor of the Licensed Products
                without the Licensor’s prior written approval. A list of distributors
                currently approved by the Licensee is at Exhibit
                B;

            


    

     

    
      	 	
              16.6.2.

            	
              during
                the process of approving a distributor, the Licensee may be required
                to
                arrange meetings between the proposed distributor and representatives
                of
                the Licensor and assist the approval
                process;

            


    

     

    
      	 	
              16.6.3.

            	
              the
                Licensee shall not enter into an agreement with any distributor until
                the
                terms of the proposed agreement have been presented to the Licensor
                for
                approval and confirmed in writing as being
                satisfactory;

            


    

     

    
      	 	
              16.6.4.

            	
              the
                Licensor may insist that in selected areas within the Territory the
                appointed distributor appoints dedicated sales personnel in respect
                of the
                Licensed Products. These dedicated sales personnel shall be recommended
                to
                dress in Paul Smith clothing;

            


    

    
      
        
          

        

      

      24
        Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.134.24.

       

    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              16.6.5.

            	
              distributors
                of the Licensed Products may be required to have a dedicated telephone
                line solely for the Licensed Products and a separate stationery for
                the
                distribution of the Licensed Products (the Licensor shall assist
                in the
                design of the stationery);

            


    

     

    
      	 	
              16.6.6.

            	
              the
                Licensee shall use its best endeavours to ensure that each appointed
                distributor of the Licensed Products shows the Licensed Products
                in an
                appropriate showroom and ideally in an separate room or area to where
                the
                products of any other manufacturer or the Licensee’s other products are
                displayed.

            


    

     

    
      	 	
              16.6.7.

            	
              insofar
                as it shall be lawful for the Licensee to do so, the Licensee shall
                use
                its best endeavours to seek to minimise the parallel trading by
                distributors of and other dealers in the Licensed Products from one
                country or territory within the Territory to another. In particular,
                but
                without limitation, and insofar as it shall be lawful for the Licensee
                to
                do so, the Licensee shall not, in any period of time, supply to any
                distributor or other dealer appointed to distribute or deal in the
                Licensed Products in a particular country or other territory a quantity
                of
                the Licensed Products in excess of the Licensee's realistic estimate
                of
                the maximum demand for the Licensed Products in that country or territory
                for that period;

            


    

     

    
      	 	
              16.6.8.

            	
              the
                Licensee shall cease to distribute the Licensed Products through
                any
                distributor that the Licensor shall require the Licensee to cease
                to deal
                with (even though the distributor has previously been approved by
                the
                Licensor in accordance with the provisions of this clause
                16).

            


    

     

    
      	
            	16.7.	
              The
                Licensee shall exploit the Licensed Products on an arm’s length bona fide
                commercial basis and not in any circumstances to dispose of the Licensed
                Products to any outlet in respect of which it has any interest or
                ownership save at the usual commercial wholesale
                rates.

            


    

     

    
      	
              17.

            	
              COMPLIANCE
                WITH APPLICABLE LAWS

            


    

     

    Each
      Licensed Product distributed by the Licensee under this Agreement shall comply
      with all applicable laws and regulations of governmental or other competent
      authorities in the Territory from time to time, and any established industry
      standards in the Territory and be safe for the use for which the same are
      intended.

     

    
      	
              18.

            	
              INDEMNITIES

            


    

     

    The
      Licensee shall indemnify the Licensor against all claims, liabilities and
      expenses arising out of:-

     

    
      	 	
              18.1.

            	
              the
                Licensee’s activities under this Agreement or out of defects (whether
                obvious or hidden) in any Licensed Products manufactured, promoted,
                distributed or sold by the Licensee in the Territory or arising from
                personal injury or any infringement of any rights of the Licensor
                or of
                any third party by the manufacture, sale, possession or use of the
                Licensed Products by the Licensee or the Licensee’s failure to comply with
                all applicable laws and regulations; and/or 

            


    

     

    
      	 	
              18.2.

            	
              any
                claim made against the Licensor by any agent, distributor, sub-licensee
                or
                former agent, distributor or sub-licensee of the Licensee for
                compensation, indemnity, commission or other payments due to such
                person.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	19.	
              INFRINGEMENT

            


    

     

    
      	 	
              19.1.

            	
              The
                Licensee must promptly notify the Licensor of any actual or suspected
                infringement within the Territory of the Trademarks or of any other
                rights
                of the Licensor that comes to its attention (“Infringement”).

            


    

     

    
      	 	
              19.2.

            	
              The
                Licensee will co-operate fully with the Licensor in taking all steps
                required by the Licensor, in its sole discretion in connection with
                any
                Infringement, including legal proceedings in the name of the Licensor
                or
                in the joint names of the Licensor and the Licensee. The Licensor
                will be
                responsible for the cost of any legal proceedings it requires, and
                is
                entitled to any damages, account of profits and/or awards of costs
                recovered. The Licensee must use its best endeavours to assist the
                Licensor in any legal proceedings relating to any
                Infringement.

            


    

     

    
      	 	
              19.3.

            	
              If
                the Licensor elects not to take proceedings in respect of any Infringement
                the Licensee shall have the right but not the obligation to take
                such
                proceedings in the name of the Licensor on giving the Licensor an
                indemnity as to costs. The Licensee shall be responsible for the
                costs of
                any such legal proceedings requires and is entitled to any damages,
                account of profits and/or award of costs
                recovered.

            


    

     

    
      	 	
              19.4.

            	
              In
                the event of a third party commencing litigation against the Licensee
                for
                infringement arising out of the use by the Licensee in accordance
                with the
                terms of this Agreement of the Trademarks in any country in which
                the
                Trademarks are registered trademarks in respect of the Products the
                Licensor shall indemnify and hold harmless the Licensee against any
                out of
                pocket expenses (including reasonable attorney’s fees) directly incurred
                by the Licensee arising our of/or related to the use by the Licensee
                of
                the Trademarks in accordance with the terms of this Agreement in
                the
                marketing distribution and/or sale of the Licensed Products in those
                countries subject to the following
                conditions;-

            


    

     

    
      	 	
              19.4.1.

            	
              The
                Licensee must promptly notify the Licensor in writing of any allegation
                of
                infringement; 

            


    

     

    
      	 	
              19.4.2.

            	
              The
                Licensee must make no admission without the Licensor’s written consent;
                and 

            


    

     

    
      	 	
              19.4.3.

            	
              The
                Licensee must at the Licensor’s request allow the Licensor to conduct and
                if it decides to settle all negotiations and litigation and must
                give the
                Licensor all reasonable assistance.


            


    

     

    
      	
              20.

            	
              DISCLOSURE
                AND CONFIDENTIALITY

            


    

     

    
      	 	
              20.1.

            	
              If
                the Licensee or any of its subsidiaries, associates, employees, agents
                or
                advisers receive confidential, secret or any proprietary information
                of
                the Licensor under this Agreement the Licensee shall keep the same
                confidential and not at any time after such receipt disclose, divulge
                or
                communicate the same to any person other than (i) its officers or
                employees and (ii) persons engaged by the Licensee to manufacture
                Licensed
                Products for it or on its behalf for sale by the Licensee where necessary
                for performance of its obligations and in pursuance of its rights
                under
                this Licence.

            


    

     

    
      	 	
              20.2.

            	
              The
                obligations of confidentiality set out in sub-clause 20.1 will not
                extend
                to information acquired by the Licensee which it can
                show-

            


    

     

    
      	 	
              20.2.1.

            	
              at
                the time of its acquisition was in, or at a later date has come into,
                the
                public domain, other than following a breach by the Licensee of this
                Clause 20,

            


    

     

    
      	 	
              20.2.2.

            	
              it
                knew prior to first disclosure to it by the Licensor;
                or

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              20.2.3.

            	
              it
                received independently from a third party with the full right to
                disclose.

            


    

     

    
      	 	
              20.3.

            	
              If
                the Licensor or any of its subsidiaries, associates, employees, agents
                or
                advisers receive confidential, secret or any proprietary information
                of
                the Licensee under this Agreement the Licensor shall keep the same
                confidential and not at any time after such receipt disclose, divulge
                or
                communicate the same to any person other than (i) its officers or
                employees where necessary for performance of its obligations and
                in
                pursuance of its rights under this
                Licence.

            


    

     

    
      	 	
              20.4.

            	
              The
                obligations of confidentiality set out in sub-clause 20.3 will not
                extend
                to information acquired by the Licensor which it can
                show-

            


    

     

    
      	 	
              20.4.1.

            	
              at
                the time of its acquisition was in, or at a later date has come into,
                the
                public domain, other than following a breach by the Licensor of this
                Clause 20,

            


    

     

    
      	 	
              20.4.2.

            	
              it
                knew prior to first disclosure to it by the Licensee;
                or

            


    

     

    
      	 	
              20.4.3.

            	
              it
                received independently from a third party with the full right to
                disclose.

            


    

     

    
      	
              21.

            	
              ASSIGNMENT 

            


    

     

    
      	 	
              21.1.

            	
              This
                Agreement is personal to the Licensee. Except as expressly provided
                by the
                following sub-clauses of this clause 21 or by clause 22 the Licensee
                must
                not assign or transfer all or any part of its rights or obligations
                under
                this Agreement nor grant any sub-licence of the rights hereby
                granted.

            


    

     

    
      	 	
              21.2.

            	
              The
                Licensee shall have the right to sell the Business with the prior
                written
                consent of the Licensor and subject to the conditions listed in sub-clause
                21.3.

            


    

     

    
      	 	
              21.3.

            	
              The
                conditions required to obtain the written consent of the Licensor
                to the
                sale of the Business by the Licensee shall be
                that:-

            


    

     

    
      	 	
              21.3.1.

            	
              any
                proposed purchaser shall submit his offer in writing and shall be
                bona
                fide and at arms’ length and shall meet the Licensor's standards with
                respect to business experience, financial status, character and
                ability;

            


    

     

    
      	 	
              21.3.2.

            	
              the
                Licensee must at the time of its application for consent not be in
                breach
                of any of its obligations to the Licensor under the terms of this
                Agreement;

            


    

     

    
      	 	
              21.3.3.

            	
              the
                Licensor shall be satisfied that the proposed purchaser has adequate
                financial resources to perform the obligations of licensee under
                this
                Agreement and to enable it to trade profitably. The Licensor in so
                satisfying itself shall not be taken to be making any representations
                or
                giving any warranties to such prospective
                purchaser;

            


    

     

    
      	 	
              21.3.4.

            	
              payment
                is made by the Licensee of all costs and all obligations by or of
                the
                Licensee to the Licensor are discharged without any right of deduction
                or
                set-off; and

            


    

     

    
      	 	
              21.3.5.

            	
              the
                prospective purchaser offers to enter into a licence agreement with
                the
                Licensor on the same terms as this agreement for the unexpired period
                of
                the Term.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              21.4.

            	
              The
                Licensee shall as soon as possible inform the Licensor of its desire
                to
                sell the Business and submit to the Licensor a copy of each written
                offer
                received from any proposed purchaser to purchase the Business from
                the
                Licensee together with:-

            


    

     

    
      	 	
              21.4.1.

            	
              a
                financial statement of affairs and the business history of the proposed
                purchaser; and

            


    

     

    
      	 	
              21.4.2.

            	
              details
                of any other terms which may have been agreed between the Licensee
                and the
                proposed purchaser.

            


    

     

    
      	 	
              21.5.

            	
              Upon
                receipt of the information referred to in clause 21.4 the Licensor
                shall,
                in addition to its other rights under this Agreement, have an option
                to
                purchase the Business for the same amount and upon the same terms
                as the
                proposed purchaser has offered (even if the Licensee subsequently
                receives
                a higher bid for the Business). The Licensor shall have a period
                of
                [-----]25 after
                receipt of such information to exercise its option to purchase by
                notice
                in writing to the Licensee. The sale and purchase shall be completed
                within [-----]26 
                following the service of the Licensor's notice exercising the option.
                The
                Licensee shall notify the Licensor of any variation in the terms
                offered
                by any prospective purchaser and the said period of [-----]27 shall
                re-commence as from the date of such notification of a variation
                in the
                offered terms. In this clause the expression “the
                Business”
                shall include all assets employed in or about the conduct of the
                Business
                including the freehold or leasehold interest under which the Licensee
                occupies any premises used in the
                Business.

            


    

     

    
      	 	
              21.6.

            	
              If
                the Licensor shall not exercise the option conferred by clause 21.5
                the
                Licensee shall be entitled within the period of [-----]28 thereafter
                to proceed with its application to sell the Business to a proposed
                purchaser upon the same or no more favourable terms to the purchaser
                than
                those notified to the Licensor pursuant to clause
                21.4.

            


    

     

    
      	 	
              21.7.

            	
              Upon
                either (i) the Licensor exercising the option conferred by clause
                21.5 or
                (ii) upon the satisfaction of the conditions referred to in clause
                21.3
                the Licensor and the Licensee shall each be deemed to have released
                the
                other from the terms of this Agreement save for those provisions
                which by
                their nature or effect survive termination. In addition the Licensee
                shall
                be deemed to have released and discharged the Licensor from and against
                all claims and demands whether or not contingent which the Licensee
                may
                have against the Licensor arising from this Agreement or otherwise
                in any
                way out of the relationship between the Licensor and the
                Licensee.

            


    

     

    
      	 	
              21.8.

            	
              For
                the purpose of this clause any change in the beneficial ownership
                of the
                issued share capital or of the de facto control of the Licensee shall
                be
                deemed to be an assignment.

            


    

    
      
        
25
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.25.

      26
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.26.

      27
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.27.

      28
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.28.

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              21.9.

            	
              Notwithstanding
                the previous provisions of this clause the Licensee shall be permitted
                to
                assign the benefit, but subject to the burden, of this Agreement
                to
                another limited company of comparable financial standing to the Licensee
                which is owned (in its entirety) by either the Guarantor or the Licensee
                without the prior written approval of the Licensor subject only to
                the
                assignee company entering into a deed of adherence with the Licensor
                agreeing to be bound by the agreements on the part of the Licensee
                contained in this Agreement and agreeing to re-assign this Agreement
                to
                the Licensee in the event of the company ceasing to be wholly owned
                by the
                Licensee or the Guarantor. The deed of adherence shall be prepared
                by the
                solicitors of the Licensor at the cost of the Licensee and on the
                completion of such deed of adherence the Licensor shall release the
                Licensee named in this Agreement from any liability for any future
                breach
                of the terms of this Agreement.

            


    

     

    
      	
              22.

            	
              SUB-LICENSING

            


    

     

    
      	 	
              22.1.

            	
              The
                Licensee may, with the prior written consent of the Licensor, sub-license
                some or all of the rights granted by this Agreement subject to the
                following further conditions:-

            


    

     

    
      	 	
              22.1.1.

            	
              the
                Licensor shall have submitted the proposed sub licence agreement
                to the
                Licensor for the Licensor’s approval and (without limitation to the
                generality of the foregoing) the Licensee shall include in any sub
                licence
                agreement it may enter into pursuant to the obtaining of such
                consent:-

            


    

     

    
      	 	
              22.1.1.1.

            	
              Covenants
                by the sub licensee to observe and perform the terms and conditions
                on the
                part of the Licensee contained in this Agreement so far as the same
                in the
                opinion of the Licensor are applicable to and capable of observance
                and
                performance by such sub licensee;

            


    

     

    
      	 	
              22.1.1.2.

            	
              Covenants
                by the sub-licensee not to assign the sub-licence agreement nor to
                grant
                any sub-licence of any of the rights granted by the sub-licence agreement
                without, in each case, the prior consent in writing of the
                Licensor;

            


    

     

    
      	 	
              22.1.1.3.

            	
              Provision
                for determination as contained in clauses 25.1 and 25.2 and for ipso
                facto
                determination in the event of and contemporaneously with the determination
                of this Agreement and the licence granted under this
                Agreement;

            


    

     

    
      	
            	22.1.1.4.	
              Provision
                for determination in the event of the acquisition of [-----]29 or
                more of any of the share voting rights in the sub licensee or in
                any
                holding company of the sub licensee being (in either case) a private
                limited company (but not a public limited company) by any person
                firm
                corporation or group of persons firms or corporations acting in concert
                directly or indirectly.

            


    

     

    
      	 	
              22.1.2.

            	
              The
                Licensee shall strictly enforce the performance by any sub licensee
                of the
                Licensee of the terms of the relevant sub-licence
                agreement.

            


    

     

    
      	 	
              22.1.3.

            	
              If
                any sub licensee of the Licensee commits any breach of the relevant
                sub
                licence agreement the Licensee shall commence to remedy or procure
                its
                remedy within [-----]30 of
                the Licensee having received written notice from the Licensor requiring
                it
                to do so and if the Licensee shall have failed to complete the remedying
                of such breach within [-----]31 of
                the receipt of such notice then the Licensee shall, if required by
                the
                Licensor, terminate the relevant sub licence
                agreement.

            


    

    
      

      29
        Confidential information omitted and filed separately with the SEC
        with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.29.

      30
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.30.

      31
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.31.

       

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              23.

            	
              INSURANCE

            


    

     

    
      	 	
              23.1.

            	
              The
                Licensee shall at its expense carry product liability and comprehensive
                general liability insurance covering the Licensed Products of not
                less
                than five million pounds. Such insurance policy shall remain in effect
                throughout the Term and for a period of six years after termination.
                The
                Licensee shall instruct its insurers in writing (with a copy to the
                Licensor) to notify the Licensor directly in the event that the insurance
                shall lapse or cease. The Licensee shall notify the Licensor of all
                claims
                made to it and notified to its insurers relating to the Licensed
                Products.

            


    

     

    
      	 	
              23.2.

            	
              Promptly
                on request from the Licensor the Licensee shall provide a certificate
                confirming the existence of insurance in accordance with this
                Clause
                23.

            


    

     

    
      	
              24.

            	
              GUARANTEE
                PROVISIONS

            


    

     

    
      	 	
              24.1.

            	
              In
                consideration of the Licensor entering into this Agreement with the
                Licensee at the request of the Guarantor, the Guarantor hereby
                unconditionally and irrevocably guarantees to the Licensor the full,
                prompt and complete payment by the Licensee of all sums due to the
                Licensor pursuant to this Agreement and the due and punctual performance
                by the Licensee of all its obligations under this
                Agreement.

            


    

     

    
      	 	
              24.2.

            	
              The
                guarantee contained in this clause 24 is a continuing guarantee and
                shall
                remain in force until all the obligations of the Licensee under this
                Agreement have been fully performed and all sums payable by the Licensee
                have been fully paid.

            


    

     

    
      	 	
              24.3.

            	
              The
                Licensor may without any consent from the Guarantor and without affecting
                the Guarantor's liability under this Agreement grant time or indulgence
                to
                or compound with the Licensee or any other person and the guarantee
                contained in this clause 24 shall not be discharged nor shall the
                Guarantor's liability under it be affected by anything which would
                not
                have discharged or affected the Guarantor's liability if the Guarantor
                had
                been a principal debtor or principal obligor to the Licensor instead
                of a
                Guarantor.

            


    

     

    
      	 	
              24.4.

            	
              If
                the Guarantor is unable to procure that the Licensee duly and punctually
                performs its obligations under this Agreement then it shall indemnify
                the
                Licensor in respect of all costs, damages, charges and expenses incurred
                or suffered by the Licensor as a result of any of the obligations
                of the
                Licensee under this Agreement being or becoming void, voidable,
                unenforceable or ineffective as against the Licensee for any reason,
                whether or not known to the Licensor, the amount of such loss being
                the
                amount which the Licensor would otherwise have been entitled to recover
                from the Licensee.

            


    

     

    
      	 	
              24.5.

            	
              It
                shall not be necessary, prior to seeking payment or indemnification
                from
                the Guarantor under this guarantee, for the Licensor to pursue or
                prosecute any claim it may have against the Licensee and after any
                default
                by the Licensee the Licensor may at any time make claims and/or take
                action (whether in the Courts or otherwise) against the Guarantor
                as if
                the Guarantor was a principal obligor to the Licensor under this
                Agreement
                having joint and several liability with the Licensee under this
                Agreement.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	25.	
              TERMINATION

            


    

     

    
      	 	
              25.1.

            	
              The
                Licensor may terminate this Agreement immediately by giving notice
                to the
                Licensee if:

            


    

     

    
      	 	
              25.1.1.

            	
              the
                Licensee commits any breach of this Agreement (other than a failure
                to pay
                any sum to the Licensor that falls
                due);

            


    

     

    
      	 	
              25.1.2.

            	
              the
                Licensor gives notice to the Licensee to remedy the breach (or to
                the
                extent that the breach is not capable of remedy, to give compensation
                for
                it); and

            


    

     

    
      	 	
              25.1.3.

            	
              the
                Licensee fails to do so within [-----]32 of
                the notice.

            


    

     

    
      	 	
              25.2.

            	
              The
                Licensor may terminate this Agreement immediately by giving notice
                to the
                Licensee if:

            


    

     

    
      	 	
              25.2.1.

            	
              the
                Licensee or the Guarantor or any sub licensee of the Licensee becomes
                insolvent, is adjudicated bankrupt or compounds with or makes any
                arrangement with or makes a general assignment for the benefit of
                its
                creditors
                or
                becomes for any reason whatsoever legally permitted not to pay its
                debts
                as they fall due or ceases to exist as a separate legal entity or
                does or
                suffers any act or thing equivalent to any of the
                above;

            


    

     

    
      	 	
              25.2.2.

            	
              the
                Licensee or the Guarantor or any sub licensee of the Licensee fails
                to pay
                any sum to the Licensor that falls due whether the transaction is
                connected with this Agreement or
                not;

            


    

     

    
      	 	
              25.2.3.

            	
              the
                Licensee assigns this Agreement or the Licensee grants a sub licence
                of
                this Agreement without, in either such case, the consent of the Licensor
                or purports to do so or any sub-licensee of the Licensee assigns
                or grants
                a sub-licence without the necessary consent of the Licensor or purports
                to
                do so;

            


    

     

    
      	 	
              25.2.4.

            	
              the
                Licensee or any sub licensee of the Licensee is deprived of or disposes
                of
                its business or a substantial part thereof, "substantial" for the
                purposes
                of this sub-clause meaning a part which in the last accounting year
                of the
                entity represented [-----]33 or
                more of the relevant entity's
                turnover;

            


    

     

    
      	 	
              25.2.5.

            	
              the
                Licensee or the Guarantor or any sub licensee of the Licensee has
                any
                restriction or limitation placed on the existing powers of its directors
                to manage its business or on the powers of its shareholders to elect
                those
                directors;

            


    

     

    
      	 	
              25.2.6.

            	
              the
                Licensee fails in any year of the Term to pay the Minimum Royalty;
                or

            


    

     

    
      	 	
              25.2.7.

            	
              the
                Guarantor ceases to retain (directly or indirectly) more than [-----]34 of
                the share voting rights in the Licensee;
                or

            


    

     

    
      	 	
              25.2.8.

            	
              the
                Licensee ceases or threatens to cease to carry on its business.

            


    

     

    
      	 	
              25.3.

            	
              The
                Licensee may terminate this Agreement immediately by written notice
                to the
                Licensor if the Licensor commits any breach of this Agreement and
                the
                Licensee gives notice to the Licensor to remedy the breach (or to
                the
                extent that the breach is not capable of remedy, to give compensation
                for
                it) and the Licensor fails to do so within sixty (60) days of the
                notice.

            


    

    
      
        

      

    

    32
      Confidential information omitted and filed separately with the SEC with
      a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.32.

    33
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.33.

    34
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.134.34.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              26.

            	
              EFFECT
                OF TERMINATION

            


    

     

    
      	 	
              26.1.

            	
              When
                this Agreement is terminated:

            


    

     

    
      	 	
              26.1.1.

            	
              all
                the Licensee's rights under this Agreement shall thereupon terminate
                or be
                terminated (as the case may be) and the Licensee shall not thereafter
                be
                concerned with the Licensed Products whether by way of manufacture,
                sale
                or otherwise; 

            


    

     

    
      	 	
              26.1.2.

            	
              the
                licence to use the Trademarks ceases immediately and the Licensee
                will
                immediately discontinue the use of the Trademarks, signs, cards,
                notices
                and other display or advertising matter indicative of “Paul Smith” or of
                any association with the Licensor or products of the Licensor and
                will
                make or cause to be made such changes in signs, cards, notices and
                other
                display or advertising matter as the Licensor shall direct. If the
                Licensee shall within [-----]35 of
                such direction fail or omit to make or cause to be made any change
                then
                the Licensor shall have power (without incurring or imposing any
                liability
                on the Licensor to the Licensee) without the consent of the Licensee,
                save
                the consent hereby irrevocably given, to enter upon any premises
                of the
                Licensee and to make or cause to be made any such change at the expense
                of
                the Licensee which expense the Licensee hereby agrees to pay on demand.
                The Licensee shall also when demanded by the Licensor deliver up
                to the
                Licensor all stationery, literature, signs, cards, notices other
                display
                or advertising matter and any other article bearing the name “Paul Smith”
                or the Trademarks which may be the property of the Licensee. All
                items
                which may have been loaned to the Licensee by the Licensor shall
                be
                returned to the Licensor at the Licensee's
                expense;

            


    

     

    
      	 	
              26.1.3.

            	
              the
                Licensee must not manufacture, sell or offer any products or services
                of
                any type or description under or by reference to the Trademarks or
                any
                confusingly similar mark;

            


    

     

    
      	 	
              26.1.4.

            	
              the
                Licensee must return to the Licensor at its own expense all confidential,
                secret or proprietary information of the Licensor (including all
                copies in
                whatever form of any such information) and undertakes not to use
                that
                information for any purpose;

            


    

     

    
      	 	
              26.1.5.

            	
              the
                Licensee must co-operate with the Licensor in cancelling any registration
                of this Agreement as a Licence or of the Licensee as a permitted
                user of
                the Trademarks. If
                the Licensee shall fail so to do the Licensor is hereby irrevocably
                appointed the agent of the Licensee with full authority to give such
                notice to any Registrar of Trade Marks on behalf of the Licensee;
                and

            


    

     

    
      	 	
              26.1.6.

            	
              the
                Licensee shall cease the use of all material of whatever nature the
                copyright and/or design right of which is vested in the Licensor
                or where
                the continued use thereof would in any way infringe the Licensor's
                copyright and/or design right.

            


    

    
      
        
          

        

      

      35
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.134.35.

       

    

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	 	
              26.2.

            	
              The
                Licensee must within [-----]36 of
                termination pay the Licensor all sums due under this Agreement together
                with all accrued interest.

            


    

     

    
      	 	
              26.3.

            	
              Termination
                of this Agreement by each party pursuant to Clause 24 shall be without
                prejudice to the right to seek compensation for breach of any provisions
                of this Agreement.

            


    

     

    
      	 	
              26.4.

            	
              Except
                as expressly set out above, all rights and obligations of the parties
                under this Agreement shall cease upon its termination or
                expiry.

            


    

     

    
      	
              27.

            	
              SUPERVENING
                LAWS AND FORCE MAJEURE

            


    

     

    
      	 	
              27.1.

            	
              The
                rights and obligations of the parties under this Agreement shall
                be
                subject to all applicable laws, orders, regulations, directions,
                restrictions and limitations of Governments or other bodies having
                jurisdiction over the parties.

            


    

     

    
      	 	
              27.2.

            	
              If
                any such law, order, regulation, direction, restriction or limitation
                as
                aforesaid or any treaty or other international agreement or the final
                judicial construction of any of them shall after the date of the
                execution
                of this Agreement substantially alter the relationship between the
                parties
                or the advantages derived from such relationship then the parties
                shall on
                request from the adversely affected party modify this Agreement to
                restore
                the situation if practicable or to compensate for such alteration.
                If the
                parties are unable to agree on such a modification within three months
                after the notice of request has been received by the party not affected
                then any party may refer the matter for determination by the courts
                in
                conformity with Clause 31

            


    

     

    
      	 	
              27.3.

            	
              Subject
                to clause 27.2, if and to the extent that either party is prevented
                or
                delayed by Force Majeure from performing any of its obligations under
                this
                Agreement and promptly so notifies the other party, specifying the
                matters
                constituting Force Majeure together with such evidence in verification
                thereof as it can reasonably give and specifying the period for which
                it
                is estimated that the prevention or delay will continue, then the
                party so
                affected shall be relieved of liability to the other party for failure
                to
                perform or for delay in performing such obligations (as the case
                may be),
                but shall nevertheless use its best endeavours to resume full performance
                thereof provided that if the Force Majeure continues for a period
                of six
                months or more following notification, the party not affected by
                the Force
                Majeure may terminate this Agreement by giving not less than [-----]37 prior
                notice to the other party, but the notice of termination shall be
                of no
                effect if the party affected by the Force Majeure resumes full performance
                of its obligations before the expiry of the notice
                period.

            


    

     

    
      	 	
              27.4.

            	
              Nothing
                in clause 27.3 shall affect or relieve the Licensee’s obligation to pay
                the Royalty or any other sum due to the Licensor from the Licensor
                under
                this Agreement.

            


    

     

    
      	28.	
              SEVERANCE

            


    

     

    
      	 	
              28.1.

            	
              If
                any provision of this Agreement shall be found by any court or
                administrative body of competent jurisdiction to be invalid or
                unenforceable, such invalidity or unenforceability shall not affect
                the
                other provisions of this Agreement which shall remain in full force
                and
                effect. 

            


    

    
      
        
          

        

      

      36
        Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.134.36.

      
        37
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.134.37.
 

    

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              28.2.

            	
              If
                any provision of this Agreement is so found to be invalid or unenforceable
                but would be valid or enforceable if some part of the provision were
                deleted, the provision in question shall apply with such modification(s)
                as may be necessary to make it valid and
                enforceable.

            


    

     

    
      	 	
              28.3.

            	
              The
                parties agree, in the circumstances referred to in sub-clause 28.1
                and if
                sub-clause 28.2 does not apply, to attempt to substitute for any
                invalid
                or unenforceable provision a valid or enforceable provision which
                achieves
                to the greatest extent possible the same effect as would have been
                achieved by the invalid or unenforceable provision. The obligations
                of the
                parties under any invalid or unenforceable provision of this Agreement
                shall be suspended while an attempt
                at such substitution is made.

            


    

     

    
      	
              29.

            	
              THIRD
                PARTY RIGHTS

            


    

     

    A
      person
      who is not a party to this Agreement has no right to enforce any term of this
      Agreement but this does not affect any right or remedy of a third party which
      exists or is available apart from the Contracts (Rights of Third Parties) Act
      1999.

     

    
      	
              30.

            	
              MISCELLANEOUS

            


    

     

    
      	 	
              30.1.

            	
              This
                Agreement, together with any documents referred to in it, constitutes
                the
                whole agreement between the parties relating to its subject matter
                and
                supersedes and extinguishes any prior drafts, agreements, undertakings,
                representations, warranties and arrangements of any nature, whether
                in
                writing or oral, relating to such subject
                matter.

            


    

     

    
      	 	
              30.2.

            	
              Each
                of the parties acknowledges and agrees that in entering into this
                Agreement, and the documents referred to in it, it does not rely
                on, and
                shall have no remedy in respect of, any statement, representation,
                warranty or understanding (whether negligently or innocently made)
                of any
                person (whether party to this Agreement or not) other than as expressly
                set out in this Agreement. Nothing in this clause shall, however, operate
                to limit or exclude any liability for
                fraud.

            


    

     

    
      	 	
              30.3.

            	
              No
                variation of this Agreement shall be effective unless made in writing
                and
                signed by or on behalf of each of the
                parties.

            


    

     

    
      	 	
              30.4.

            	
              In
                order to enable the Licensor to ascertain whether the Licensee is
                complying with the obligations imposed upon it under this Agreement
                and in
                order to enable the Licensor to enforce rights given to it by this
                Agreement, the Licensor may at any time enter premises of the Licensee
                and
                of any sub licensee of the Licensee without any other consent of
                the
                Licensee save that which the Licensee hereby gives and which it hereby
                agrees not to revoke.

            


    

     

    
      	 	
              30.5.

            	
              No
                failure to exercise nor any delay in exercising by any party to this
                Agreement of any right, power, privilege or remedy under this Agreement
                shall impair or operate as a waiver of such right, power, privilege
                or
                remedy. A waiver of a breach of any of the terms of this Agreement
                or of a
                default under this Agreement does not constitute a waiver of any
                other
                breach or default and shall not affect the other terms of this Agreement.
                A waiver of a breach of any of the terms of this Agreement or of
                a default
                under this Agreement will not prevent a party from subsequently requiring
                compliance with the waived obligation. The rights and remedies provided
                by
                this Agreement are cumulative and (subject as otherwise provided
                in this
                Agreement) are not exclusive of any rights or remedies provided by
                law.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              30.6.

            	
              Any
                notice required to be given under this Agreement or in connection
                with the
                matters contemplated by it shall, except where otherwise specifically
                provided, be in writing personally delivered, in which case it shall
                be
                deemed to have been given upon delivery at the relevant address,
                or sent
                by first class pre-paid post, in which case it shall be deemed to
                have
                been given seven Business Days after the date of posting, or sent
                by
                facsimile, in which case it shall be deemed to have been given when
                despatched, subject to confirmation of uninterrupted transmission
                by a
                transmission report.

            


    

     

    
      	 	
              30.7.

            	
              Without
                prejudice to any other rights or remedies that the Licensor may have,
                the
                Licensee acknowledges and agrees that damages alone would not be
                an
                adequate remedy for any breach by the Licensee of the provisions
                of this
                Agreement and that accordingly the Licensor shall be entitled, without
                proof of special damages, to the remedies of injunction, specific
                performance or other equitable relief for any threatened or actual
                breach
                of the provisions of this
                Agreement.

            


    

     

    
      	 	
              30.8.

            	
              Any
                time, date or period mentioned in this Agreement may be extended
                by
                written agreement between the parties but otherwise and except as
                expressly provided, as regards any time, date or period originally
                fixed
                or any time, date or period so extended as aforesaid, time shall
                be of the
                essence for
                the performance of each of the Licensee's (but not the Licensor's)
                obligations under this Agreement.

            


    

     

    
      	 	
              30.9.

            	
              Nothing
                in this Agreement shall constitute, or be deemed to constitute, a
                partnership between the parties nor, except as expressly provided,
                shall
                it constitute, or be deemed to constitute, any party the agent of
                any
                other party for any purpose. 

            


    

     

    
      	 	
              30.10.

            	
              This
                Agreement is drawn up in the English language. If this Agreement
                is
                translated into another language, the English language text shall
                in any
                event prevail.

            


    

     

    
      	 	
              30.11.

            	
              None
                of the parties shall make any announcement relating to this Agreement
                or
                its subject matter without the prior written approval of the other
                party
                except as required by law or by any legal or regulatory
                authority.

            


    

     

    
      	 	
              30.12.

            	
              This
                Agreement may be executed in any number of counterparts, each of
                which,
                when executed and delivered, shall be an original, and all the
                counterparts together shall constitute one and the same
                instrument.

            


    

     

    
      	 	
              30.13.

            	
              Each
                party shall pay its own costs relating to the negotiation, preparation,
                execution and implementation by it of this Agreement and of each
                document
                referred to in it.

            


    

     

    
      	
              31.

            	
              LAW
                AND JURISDICTION

            


    

     

    This
      Agreement shall be governed by, and construed in accordance with, English Law
      and each of the parties irrevocably submits to the non-exclusive jurisdiction
      of
      the English courts and waives any objection to proceedings in such courts on
      the
      grounds of venue or on the grounds that the proceedings have been brought in
      an
      inconvenient forum.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
      
         

      

    

    EXHIBIT
      A

     

    The
      Countries where the Trademarks
      are currently registered in respect of fragrances

     

    
      	
              Country

            	
               

            	
              Mark(s)

            	
               

            	
              Number

            	
               

            	
              Class(es)

            	
               

            	
              Filing/Reg

              Date

            	
               

            	
              Status/Renew

            	
               

            	
              Comments

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              AUSTRALIA

            	 	
              Paul
                Smith

            	 	
              754526

            	 	
              3,9,14,18,25

            	 	
              10.02.98

            	 	
              10.02.2008

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing 

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              -
                renewed awaiting certificates for new dates

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              AUSTRIA

            	 	
              Paul
                Smith

            	 	
              139974

            	 	
              3,9,14,18,25

            	 	
              22.01.92

            	 	
              22.01.2012

            	 	
              Toiletries,
                Eyewear, Watches, Luggage &
                Clothing 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              BENELUX

            	 	
              Paul
                Smith

            	 	
              500607

            	 	
              3,9,14,18,25

            	 	
              13.09.91

            	 	
              13.09.2011

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CROATIA

            	 	
              Paul
                Smith

            	 	
              Z971591

            	 	
              3,9,14,18,25

            	 	
              26.06.98

            	 	
              16.10.2007

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              -
                renewed awaiting certificates

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CYPRUS (Greek)

            	 	
              Paul
                Smith

            	 	 	 	
              3,9,14,18,25

            	 	 	 	
              Application

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CYPRUS (Turkish)

            	 	
              Paul
                Smith

            	 	
              5567

            	 	
              3,9,14,18,25

            	 	
              20.04.01

            	 	
              20.04.2008

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing 

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              -
                Being renewed with CPA

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              FRANCE

            	 	
              Paul
                Smith

            	 	
              1563240

            	 	
              3,9,14,18

            	 	
              29.08.89

            	 	
              27.08.2009

            	 	
              Toiletries,
                Eyewear, Watches & Luggage 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              GERMANY

            	 	
              Paul
                Smith

            	 	
              1185322

            	 	
              3,25

            	 	
              21.08.89

            	 	
              21.08.2009

            	 	
              Toiletries,
                Clothing & footwear 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              GREECE

            	 	
              Paul
                Smith

            	 	
              95676

            	 	
              3,14,25

            	 	
              19.09.89

            	 	
              19.09.2009

            	 	
              Toiletries,
                Watches, Clothing & footwear 

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              Country

            	 	
              Mark(s)

            	 	
              Number

            	 	
              Class(es)

            	 	
              Filing/Reg

              Date

            	 	
              Status/Renew

            	 	
              Comments

            
	
              INDONESIA

            	 	
              Paul
                Smith

            	 	
              IDM000037333

            	 	
              3

            	 	
              30.10.93

            	 	
              30.10.2013

            	 	
              Toiletries
                

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (Additionally,
                PAUL SMITH recorded as "Well-Known Trade Mark" in Indonesia by application
                filed 19.4.95)

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              ITALY

            	 	
              Paul
                Smith

            	 	
              912251

            	 	
              3,9,14,18,25

            	 	
              12.01.90

            	 	
              12.01.10

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              JAPAN

            	 	
              Paul
                Smith logo

            	 	
              2134355

            	 	
              4

            	 	
              28.04.89

            	 	
              28.04.2009

            	 	
              Soaps,
                perfumery etc. 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              KUWAIT

            	 	
              Paul
                Smith

            	 	
              45630

            	 	
              3

            	 	
              07.01.01

            	 	
              06.01.11

            	 	
              Toiletries
                etc.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              MACAU

            	 	
              Paul
                Smith

            	 	
              14-979-M

            	 	
              3,9,14,18,25

            	 	
              04.03.96

            	 	
              04.03.2014

            	 	
              Toiletries,
                Eyewear, Watches, Luggage & Clothing 

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              -
                renewed ex 04.03.2013

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              MEXICO

            	 	
              Paul
                Smith (Logo)

            	 	
              674913

            	 	
              3

            	 	
              20.10.00

            	 	
              25.07.2010

            	 	
              Toiletries,
                fragrances etc.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
               

            	 	
              Paul
                Smith (Block)

            	 	
              698422

            	 	
              3

            	 	
              18.05.01

            	 	
              22.09.2010

            	 	
              Toiletries

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              NORTH
                KOREA

            	 	
              Paul
                Smith

            	 	
              8599

            	 	
              3,9,14,16,18,

            	 	
              29.07.95

            	 	
              29.07.2005

            	 	
              Toiletries,
                Eyewear, Watches, Stationery, Luggage,

            
	 	 	 	 	 	 	
              25,34

            	 	 	 	 	 	
              Clothing
                & footwear, Lighters etc.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              PHILIPPINES

            	 	
              Paul
                Smith

            	 	
              99977

            	 	
              3

            	 	
              14.12.03

            	 	
              14.12.2023

            	 	
              Fragrances
                & Toiletries

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              PORTUGAL

            	 	
              Paul
                Smith

            	 	
              253966

            	 	
              3

            	 	
              29.10.93

            	 	
              29.10.2013

            	 	
              Fragrances
                & Toiletries. 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              RUSSIAN

            	 	
              Paul
                Smith

            	 	
              176715

            	 	
              3,9,14,18,25

            	 	
              25.06.99

            	 	
              20.10.2007

            	 	
              Toiletries,
                Eyewear, Watches, Luggage, Clothing -

            
	
              FEDERATION

            	 	 	 	 	 	 	 	 	 	 	 	
              ON
                Community TM 755406

            
	 	 	
              PS
                Paul Smith

            	 	
              172713

            	 	
              3,9,14,18,25

            	 	
              24.02.99

            	 	
              20.10.2007

            	 	
              Toiletries,
                Eyewear, Watches, Luggage, Clothing

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              -
                ON
                Community TM 755406

            


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    
      	
              Country

            	 	
              Mark(s)

            	 	
              Number

            	 	
              Class(es)

            	 	
              Filing/Reg

              Date

            	 	
              Status/Renew

            	 	
              Comments

            
	
              SAUDI
                ARABIA

            	 	
              Paul
                Smith

            	 	
              624/83

            	 	
              3

            	 	
              23.04.02

            	 	
              19.10.2010

            	 	
              Toiletries,
                Perfumery etc

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              SOUTH
                AFRICA

            	 	
              Paul
                Smith

            	 	
              99/01629

            	 	
              3

            	 	
              02.02.99

            	 	
              02.02.2009

            	 	
              Toiletries,
                perfumery, dentifrices etc - 

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              ON
                Community TM 755406

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              SOUTH
                KOREA

            	 	
              Paul
                Smith

            	 	
              238633

            	 	
              12

            	 	
              22.05.92

            	 	
              21.02.2012

            	 	
              Perfumery,
                hair products etc 

            
	 	 	 	 	
              238634

            	 	
              03
                (21)

            	 	
              22.05.92

            	 	
              21.05.2012

            	 	
              Toiletries,
                dentifrices etc 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
               

            	 	
              Paul
                Smith logo

            	 	
              337917

            	 	
              12

            	 	
              23.04.96

            	 	
              23.04.2006

            	 	
              Perfumery,
                hair products etc 

            
	
               

            	 	 	 	
              337918

            	 	
              3,21

            	 	
              23.04.96

            	 	
              23.04.2016

            	 	
              Cosmetics
                soaps, soap boxes, toothbrushes,

            
	
               

            	 	
              Korean
                letters

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Paul
                Smith in

            	 	
              498007

            	 	
              3,9,14,18,25

            	 	
              20.07.2001

            	 	
              20.07.2011

            	 	
              Toiletries,
                Eyewear, Jewellery, Luggage and Clothing

            
	 	 	
              Korean
                characters

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              PS
                Paul Smith in

            	 	
              498008

            	 	
              3,14,18,25

            	 	
              20.07.2001

            	 	
              20.07.2011

            	 	
              Toiletries,
                Jewellery, Luggage and Clothing

            
	 	 	
              Korean
                characters

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              SPAIN

            	 	
              Paul
                Smith

            	 	
              1512729

            	 	
              3

            	 	
              20.07.89

            	 	
              20.07.2009

            	 	
              Toiletries
                

            
	 	 	
              Paul
                Smith logo

            	 	
              1326880

            	 	
              3

            	 	
              05.08.91

            	 	
              05.08.2011

            	 	
              Toiletries
                

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              SWITZERLAND

            	 	
              Paul
                Smith

            	 	
              392654

            	 	
              3,9,14,18,25

            	 	
              09.09.91

            	 	
              09.09.2011

            	 	
              Toiletries,
                Eyewear, Watches, Luggage, Clothing etc

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              TAIWAN

            	 	
              Paul
                Smith

            	 	
              991817

            	 	
              3

            	 	
              01.04.2002

            	 	
              31.03.2012

            	 	
              Toiletries,
                fragrances etc

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              PS
                Paul Smith

            	 	
              882702

            	 	
              25

            	 	
              01.02.00

            	 	
              01.08.2010

            	 	
              Clothing
                & Footwear etc

            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    
      	
              Country

            	 	
              Mark(s)

            	 	
              Number

            	 	
              Class(es)

            	 	
              Filing/Reg

              Date

            	 	
              Status/Renew

            	 	
              Comments

            
	
              THAILAND

            	 	
              Paul
                Smith logo

            	 	
              Kor22428

            	 	
              3

            	 	
              08.12.93

            	 	
              06.12.2013

            	 	
              Fragrances
                

            
	 	 	
              Paul
                Smith logo

            	 	
              Kor28939

            	 	
              9

            	 	
              08.12.93

            	 	
              06.12.2013

            	 	
              Spectacles
                etc. 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              TURKEY

            	 	
              Paul
                Smith

            	 	
              210373

            	 	
              3,9,14,18,25

            	 	
              05.05.99

            	 	
              05.05.2009

            	 	
              Toiletries,
                Spectacles, Watches, Bags, Clothing & Footwear - 

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              On
                International TM 708450

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              U.A.E

            	 	
              Paul
                Smith

            	 	
              46682

            	 	
              3

            	 	
              10.01.01

            	 	
              10.01.11

            	 	
              Toiletries,
                fragrances etc.

            
	
               

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              UNITED
                KINGDOM

            	 	
              Paul
                Smith

            	 	
              2051161

            	 	
              3,8,9,14,16,

            	 	
              12.01.96

            	 	
              12.01.2016

            	 	
              Toiletries,
                Penknives, Eyewear, Watches, Stationery,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              U.S.A

            	 	
              Paul
                Smith

            	 	
              1511432

            	 	
              3

            	 	
              08.11.88

            	 	
              08.11.2008

            	 	
              Toiletries

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              COMMUNITY
                (EEC)

            	 	
              Paul
                Smith

            	 	
              45393

            	 	
              3,8,9,14,16,

            	 	
              04.09.2001

            	 	
              1.04.2016

            	 	
              Widest
                possible classification of goods

            
	 	 	 	 	 	 	
              18,21,24,25,

            	 	 	 	 	 	 
	 	 	 	 	 	 	
              34

            	 	 	 	 	 	 
	
              Austria

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Belgium

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Denmark

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Finland

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              France

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Germany

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Greece

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Ireland

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Italy

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Luxembourg

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Netherlands

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Portugal

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Spain

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sweden

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              U.K.

            	 	 	 	 	 	 	 	 	 	 	 	 


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    
      	
              Country

            	 	
              Mark(s)

            	 	
              Number

            	 	
              Class(es)

            	 	
              Filing/Reg

              Date

            	 	
              Status/Renew

            	 	
              Comments

            
	 	 	
              Paul
                Smith Swirl

            	 	
              3759909

            	 	
              3,9,14,16,18,25,27

            	 	
              01.09.05

            	 	
              24.03.2014

            	 	
              Fragrances,
                watches, jewellery, stationery, leathergoods

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              clothing,
                footwear, rugs

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Paul
                X Paul Smith

            	 	
              6186878

            	 	
              3,14,16,18,21,24,

            	 	
              10.09.07

            	 	 	 	
              Perfumery,precious
                metals, packaging,leather goods,household 

            
	 	 	 	 	 	 	
              and
                25

            	 	 	 	 	 	
              goods,
                textiles, clothing and footwear

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Paul
                X

            	 	
              6186506

            	 	
              3,14,16,18,21,24

            	 	 	 	 	 	
              Perfumery,precious
                metals, packaging,leather goods,household 

            
	 	 	 	 	 	 	
              and
                25

            	 	
              10.09.07

            	 	 	 	
              goods,
                textiles, clothing and footwear

            
	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            	 	
               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              INTERNATIONAL

            	 	
              Paul
                Smith

            	 	
              755406

            	 	
              3,9,14,16,18

            	 	
              20.03.2001

            	 	
              20.03.2011

            	 	
              Fragrances,
                Sunglasses/Eyewear, Watches, Stationery, Leather

            
	
              New
                Madrid 

            	 	 	 	 	 	
              &
                25

            	 	 	 	 	 	
              Goods/Lugage,
                Clothing & Footwear

            
	
              Protocol

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              China

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Czech
                Republic

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Hungary

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Iceland

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Monaco

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Norway

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Poland

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Romania

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Russian
                Federation

            	 	 	 	 	 	 	 	 	 	 
	
              Turkey

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Yugoslavia

            	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Japan

            	 	 	 	 	 	
              3,9,14,16
                & 18

            	 	 	 	 	 	
              Fragrances,
                Sunglasses/Eyewear, Watches, Stationery, Leather

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              Goods/Lugage

            
	
              Morocco

            	 	 	 	 	 	
              3,9,14,16
                & 18

            	 	 	 	 	 	
              Fragrances,
                Sunglasses/Eyewear, Watches, Stationery, Leather

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              Goods/Lugage

            


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    
      	
              Country

            	 	
              Mark(s)

            	 	
              Number

            	 	
              Class(es)

            	 	
              Filing/Reg

              Date

            	 	
              Status/Renew

            	 	
              Comments

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Singapore

            	 	 	 	 	 	
              3,9,14,16
                & 18

            	 	 	 	 	 	
              Fragrances,
                Sunglasses/Eyewear, Watches, Stationery, Leather

            
	 	 	 	 	 	 	 	 	 	 	 	 	
              Goods/Lugage

            
	
              Philippines

            	 	 	 	
              99977

            	 	
              3

            	 	 	 	
              Application

            	 	
              Fragrances

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    List
      of currently approved distributors
      as at June 2008 

     

    
      	
              COUNTRY

            	 	
              COMPANY

            	
            
	
              AFRICA

            	 	
              SARESCO

            
	
              AFRIQUE
                NOIRE

            	 	
              WHITE
                SHARK INTERNATIONAL

            
	
              ARGENTINA

            	 	
              GRETA
                SA

            
	
              ARMENIA

            	 	
              NUSHIKIAN

            
	
              AUSTRALIA

            	 	
              COSMAX

            
	
              BAHREIN

            	 	
              YOUSUF
                WAHAB AL HAWAJ

            
	
              BANGLADESH

            	 	
              STARASIA

            
	
              BELGIUM

            	 	
              ELHA
                COSMETIC

            
	
              BELORUSSIA

            	 	
              UE
                BESTPERFUME

            
	
              BOLIVIA

            	 	
              FRAGANCE

            
	
              Bosnie
                + Croatia + Rumania + Slovenia + Serbia

            	 	
              EVERET

            
	
              BRAZIL

            	 	
              VIZCAYA

            
	
              BULGARIE

            	 	
              NOVEA
                LTD

            
	
              CAMBODGE

            	 	
              STARASIA

            
	
              CHILE

            	 	
              GRETA
                CHILE

            
	
              COLOMBIA

            	 	
              LA
                RIVIERA - GRUPO VISA

            
	
              CZECH
                REPUBLIK

            	 	
              MAST
                GROUP

            
	
              DENMARK

            	 	
              TRADEMADE

            
	
              DFS

            	 	
              MASTERS
                & ASSOCIATES

            
	
              DFS+
                Dom Tom

            	 	
              ESSENCE
                CORP

            
	
              ECUADOR

            	 	
              LAS
                FRAGRANCIAS

            
	
              EGYPT

            	 	
              MAC

            
	
              EMIRATS
                ARABES UNIS

            	 	
              ALLIED

            
	
              ESTONIA
                

            	 	
              PARISI
                VESI

            
	
              FIDJI

            	 	
              MOTIBHAI

            
	
              FINLAND

            	 	
              KARL
                LARK

            
	
              GEORGIA

            	 	
              COSMOLUX

            
	
              GERMANY
                + AUSTRIA

            	 	
              IP
                DEUTSCHLAND

            
	
              GREECE

            	 	
              AROMCA

            
	
              HK
                + CHINA

            	 	
              ETERNAL
                OPTICAL

            
	
              HOLLAND

            	 	
              ELHA
                COSMETIC

            
	
              ICELAND

            	 	
              FORVAL

            
	
              INDIA

            	 	
              BACCAROSE

            
	
              INDONESIA

            	 	
              LUXASIA
                INDONESIA

            
	
              IRAN

            	 	
              FARKISH

            
	
              IRELAND

            	 	
              KENNETH
                GREEN

            
	
              ISRAEL

            	 	
              SHESTOWITTZ

            
	
              ITALY

            	 	
              INTER
                PARFUMS ITALIA

            
	
              JAPAN

            	 	
              BLUEBELL
                BEAUTE KK

            
	
              JORDANIA

            	 	
              IBRAHIM
                TRADING

            
	
              KOREA

            	 	
              KOICC

            
	
              KOWEIT

            	 	
              H&C

            
	
              LEBANON

            	 	
              SARRAF

            
	
              MALAYSIA

            	 	
              LUXASIA

            
	
              MALTA

            	 	
              CHEMIMART

            
	
              MALTA

            	 	
              CHEMIMART

            
	
              MONGOLIA

            	 	
              BISHRELT

            
	
              NEW
                ZEALAND

            	 	
              GLOBAL
                PRESTIGE
                BRANDS

            


    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    


    
      	
              EXHIBIT
                B

              List
                of currently approved distributors as at June 2008
                continued

            	 	 
	 	 	 
	
              NORWAY

            	 	
              SOLIS

            
	
              OMAN

            	 	
              CAPITAL
                STORE

            
	
              PAKISTAN

            	 	
              BPI

            
	
              PANAMA

            	 	
              GRUPO
                WISA

            
	
              PERU

            	 	
              GRETA
                PERU

            
	
              PHILIPPINES

            	 	
              LUXASIA

            
	
              POLYNESIA

            	 	
              PAT
                & VAL

            
	
              PORTUGAL

            	 	
              LUSO
                HELVETICA

            
	
              QUATAR

            	 	
              GULF
                BEAUTY

            
	
              RUSSIA

            	 	
              IFD
                - COFIDEC

            
	
              SAUDI
                ARABIA

            	 	
              NATIONAL
                MARKETING CO

            
	
              SINGAPORE

            	 	
              INTER
                PARFUMS SING

            
	
              SINGAPORE

            	 	
              LUXASIA

            
	
              SOUTH
                AFRICA

            	 	
              LOOM
                DE NIMES

            
	
              SPAIN

            	 	
              HEVIGE

            
	
              SWEDEN

            	 	
              ALF
                SORENSEN

            
	
              TAIWAN

            	 	
              LUXASIA
                TAIWAN

            
	
              THAILAND

            	 	
              NOBLE
                COSPER

            
	
              TURKEY

            	 	
              TE
                HA GUZELIK

            
	
              UK

            	 	
              KENNETH
                GREEN

            
	
              UKRAINE

            	 	
              BROCARD

            
	
              URUGUAY

            	 	
              GRETA
                SA

            
	
              VIETNAM

            	 	
              PHUONG
                PHAT

            
	
              YEMEN

            	 	
              MAM

            


    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	
              EXECUTED
                as a Deed by 

            	
              )

            
	
              PAUL
                SMITH LIMITED 

            	
              )

            
	
              in
                accordance with the law of its incorporation

            	
              )

            
	
              acting
                by:-

            	
              )

            
	 	 
	 	
              Director
                /s/ [unintelligible]

            
	 	 
	 	
              Secretary
                /s/ [unintelligible]

            


    

    


    
      	
              EXECUTED
                as a Deed by 

            	
              )

            
	
              INTER
                PARFUMS S.A.

            	
              )

            
	
              in
                accordance with the law of its incorporation

            	
              )

            
	
              acting
                by:-

            	
              )
                /s/ Philippe Benacin

            
	 	 
	 	
              Name
                Philippe Bencin

            
	 	 
	 	
              Title
                CEO and President

            
	 	 
	
              EXECUTED
                as a Deed by 

            	
              )

            
	
              INTER
                PARFUMS INC

            	
              )

            
	
              in
                accordance with the law of its incorporation

            	
              )

            
	
              acting
                by:-

            	
              )
                /s/ Philippe Benacin

            
	 	 
	 	
              Name
                Philippe Bencin

            
	 	 
	 	
              Title
                President

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    To:-

    Paul
      Smith Limited

    


    Dear
      Sirs

    


    In
      consideration of the sum of £1 now paid by you to us we hereby assign to Paul
      Smith Limited all the copyright and all other rights (including goodwill) for
      all purposes throughout the world in the works which I/ We have carried out
      for
      Inter Parfums S.A. (“the Licensee”) in connection with their licence for
      fragrances (“the Licence”) and which I/We will carry out for the Licensee in the
      future in connection with the Licence, and I/We agree that I/We will execute
      any
      further documentation which may be required to effect fully this assignment
      or
      to enable Paul Smith Limited to apply for any registrations or extensions in
      connection with the works as Paul Smith Limited thinks fit. I/We also hereby
      transfer any and all intellectual property rights in connection with the works
      (including those of the exploitation, printing and distribution) to Paul Smith
      Limited. This assignment shall be for the full term (including any extension
      of
      these rights).

    


    I/We
      agree that Paul Smith Limited shall be entitled to use and exploit in any way
      with my/our works and in whatever manner Paul Smith Limited thinks fit, and
      shall be entitled to make any changes, additions or alterations that it may
      deem
      necessary. I/We hereby irrevocably waive in Paul Smith Limited’s favour all
      Moral Rights (as set out in the Copyright, Designs and Patents Act 1988 or
      any
      similar laws existing in any part of the world) in the works.

    


    I/We
      agree that English law governs this agreement and that this agreement will
      apply
      to any further works which I/ We undertake for the Licensee in connection with
      the Licence in the future.

    


    Yours
      faithfully,

    


    
      	
              Signed

            	      
	
              Date

            	     
	
              Name

            	     
	
              Address

            	  

	  

	 #
              294410 v1
	   



    

    
      

        
          
            
            

          

          
            35